On The Minority Shareholders The Right To Legal Protection

With the development of the establishment and perfection of our socialist market economic system, the shareholding system reform has gradually expanded and been carried out at a deep level. To make the final decision, the present limited-liability companies mostly adopt the "majority rules", which leads to the problem that the shareholders predominant in shares will dominate the whole company and prejudice other shareholders who are inferior in shares. As a result, shareholders will split up into two camps: majority shareholders and minority shareholders. In such circumstance, it will be easy for the majority to spoliate the minority. Such spoliation not only violates the fiduciary duties of controlling shareholders to the minority shareholders, but also breaks the principle of justice and fairness of law. Therefore, some western developed countries have taken some measures since the twentieth century to protect the minority shareholders' rights and interests in companies, in terms of the beforehand prevention and the afterward relieves and compensation in the field of corporation law, and have formed an integrated system to guard their interests effectively.As the corporation law for protecting the minority shareholders has become more and more mature and perfect in the western countries, there exist many problems to deal with in the corporation law in our country with respect to the protection for the minority shareholders. On one hand, measures to protect the minority shareholders are quite limited, which can not form an integrated and effective law system; on the other, rules of the law are often too general to be carried out, which will cause an usual phenomenon that the minority shareholders' rights and interests are infringed by the controlling shareholders in reality. Obviously there are many aspects causing disadvantages of the Company law. But these downsides have objectively been a main obstacle to the well development of our market economy, especially of our stock market. Hence, it has been common in our society to protect the rights and interests of the minority shareholders.This paper has proposed several suggestions on protecting the rights of the minority shareholders, on the basis of the advanced experience of the western developed countries. On one hand, by setting up the evading system of voting right, we should constitute different shareholders' voting system, perfect the shareholders' cross-examinations system, the system to call for the board of shareholders meetings and to restrict the majority shareholders' voting rights, and establish the beforehand prevention system to protect the small and integrated shareholders' rights. On the other, assisted by the shareholder's directly suit system, the shareholder's derivative suit system and the appraisal right of dissenters system, afterward relieves and compensation system for the minority shareholders should also be established. Consequently, an integrated protecting system for the minority shareholders can be established in the field of corporation law.